Legal
Corporate Governance
Frameworks, advice and independent counsel for directors and boards.
Legal Advisory
Full-service commercial legal capability through Corson Fiske ILP.
Overview
How we help.
Governance failures rarely come from a single decision; they come from a drift in standards, unclear accountabilities or a board that cannot tell management what it does not want to hear. The best governance frameworks are the ones that force clarity before a crisis arrives.
Corson Fiske advises boards, chairs and individual directors through Corson Fiske ILP on governance frameworks, director duties and specific issues as they arise. Our engagements are confidential and privileged where appropriate.
We combine legal technical depth with the commercial judgement needed to give directors advice they can actually use.
Capabilities
- Governance framework design and review
- Director duties and exposure advice
- Board and committee charters
- Conflicts and related-party transactions
- Whistleblower and integrity frameworks
- Investigations and internal reviews
- Continuous disclosure advice
- Governance in contested situations
Client Situations
When clients engage us.
The issues that bring clients through our door tend to fall into familiar patterns.
Director exposure is being assessed
Directors want an independent view of their personal exposure under the Corporations Act.
A conflict has emerged
A related-party transaction or conflicted director needs process and disclosure advice.
A governance review is being commissioned
The chair wants an independent review of board effectiveness and framework.
An investigation is underway
Internal or external investigation processes require legal support.
A regulator has opened an investigation
ASIC, the ACCC, a state regulator or an industry body has commenced inquiries. Privileged legal counsel is required immediately.
A counterparty has breached a material contract
A significant commercial relationship has broken down and the legal options — from negotiation through to contested proceedings — need to be assessed.
Outcomes
What you can expect.
- Governance frameworks that protect directors and the entity
- Clear advice on duties and exposure
- Properly managed conflicts and disclosures
- Investigations concluded cleanly and defensibly
Deeper Reading
Key governance considerations for boards and directors
Director duties under the Corporations Act 2001 have not fundamentally changed, but the environment in which they are exercised has. Continuous disclosure obligations, class action exposure, regulator expectations, shareholder activism, ESG scrutiny and AI-related risks have all elevated the standard of care directors are expected to meet.
The duty of care and diligence (s 180), the duty to act in good faith (s 181), the duty not to misuse position (s 182) and the duty not to misuse information (s 183) together create the core framework, supplemented by specific duties around insolvent trading (s 588G), continuous disclosure (s 674) and related-party transactions (ch 2E).
For boards of ASX-listed companies and large SMEs, the practical governance questions are usually about how these duties apply to specific decisions: a transaction with potential conflicts, a disclosure call under s 674, a response to a regulator or activist, an insolvent trading assessment, or the approval of a related-party arrangement. We advise chairs, committees and individual directors on these matters, providing counsel that is privileged where appropriate.
Questions we are often asked
When does the safe harbour for insolvent trading apply?
Section 588GA provides a safe harbour from personal liability for insolvent trading where a director is developing one or more courses of action reasonably likely to lead to a better outcome for the company than immediate administration or liquidation. The protection requires engagement of an appropriately qualified advisor, proper documentation, and ongoing compliance with employee and tax obligations.
Does a conflict require the director to leave the room?
The Corporations Act, the ASX Listing Rules and most constitutions require a director with a material personal interest to disclose and typically to abstain from voting. The exact mechanics depend on the constitution and the nature of the interest. Getting the process right matters both for the validity of the decision and for the director’s personal position.
What is the standard for continuous disclosure?
Since 2021 amendments, continuous disclosure under s 674A requires that knowledge, recklessness or negligence be established for a civil penalty to apply. This lowered the exposure materially, but the underlying disclosure obligation remains and ASX expects timely disclosure of market-sensitive information.
Client Success
Outcomes from recent engagements.
Indicative results from engagements within this practice area. Client details have been anonymised; outcomes reflect actual matters completed by the firm.
$15M
Dispute Resolved
Construction dispute
Acted for a property developer in a contested Security of Payment matter, achieving a $15M favourable settlement on the eve of adjudication.
Property developer
AFSL Granted
90 days
Licensing application
Prepared and lodged an AFSL application for a fintech client that was granted within ASIC’s service standard of 90 days with no requisitions.
Fintech startup
Retained TM
Bad-faith opposition
Section 62A opposition
Successfully opposed a bad-faith trade mark application under section 62A of the Trade Marks Act 1995, protecting a registered Australian consumer brand.
Consumer brand
Why Corson Fiske
Experience where it counts.
Clients engage Corson Fiske because they need advice they can act on — delivered by senior practitioners who understand both the technical detail and the commercial consequences. Every engagement is led by a partner with direct experience in complex legal matters.
Our integrated structure means tax, legal, accounting and advisory questions are resolved within a single firm. For clients operating across Australia, Asia, New Zealand or Asia, our office network in Sydney, Melbourne, Perth, Singapore and Auckland provides consistent advice across jurisdictions.
Our Approach
A refined four-phase method for every engagement.
Corson Fiske applies the same disciplined framework to every matter, regardless of scale. The phases below are not a marketing device — they are the actual structure our partners use to move clients from uncertainty to resolution.
Phase One
01
Understand
A confidential partner-led briefing to establish the facts, commercial drivers, timing pressures and stakeholder dynamics.
- Confidential scoping conversation
- Document and data review
- Stakeholder mapping
- Initial risk identification
Phase Two
02
Analyse
Structured technical and commercial analysis of every realistic option, with a clear view of risks, costs and likely outcomes.
- Technical legal and tax analysis
- Commercial modelling
- Risk-weighted options assessment
- Precedent and market benchmarking
Phase Three
03
Recommend
A written partner recommendation in plain English — not a list of caveats. We stand behind our advice and explain our reasoning.
- Clear written recommendation
- Implementation sequencing
- Stakeholder communication plan
- Contingency and fallback positions
Phase Four
04
Execute
Hands-on delivery of the agreed plan with partner oversight, regular milestone reporting and clear handback at completion.
- Implementation leadership
- Stakeholder engagement
- Milestone tracking and reporting
- Completion review and handback
Key Considerations
What clients need to know.
Engaging external advisors on any significant matter raises practical questions about scope, timing, cost and outcomes. We believe in being straightforward about each of these from the first conversation.
How engagements typically begin
Every engagement starts with a confidential initial conversation — usually 30 to 60 minutes — in which we listen to the situation, ask the questions needed to understand it properly, and share a view on whether and how we can help. There is no charge for this conversation and no obligation to proceed.
How we scope and price work
We prefer fixed-fee or capped-fee arrangements wherever the scope allows. Where the scope is genuinely uncertain — as in contested matters — we agree hourly rates upfront and provide regular fee updates against defined phases. We do not bill for internal discussions, file opening or routine administration.
Who you will work with
Every engagement is led by a partner with direct experience in the matter type. That partner remains your primary point of contact throughout. Specialist colleagues join the team where their expertise is required, but you will never be passed from person to person or find the partner you hired is no longer on the file.
How we handle confidentiality and privilege
All engagements are subject to strict confidentiality. Where legal advice is being delivered, it is provided through our incorporated legal practice and attracts legal professional privilege. We take document security, information handling and communications discipline seriously on every matter.
Get the right advice from Corson Fiske.
Confidential, no-obligation initial consultations with a partner who specialises in complex legal matters.